John Emanoilidis comments on proposals from Canadian regulators on poison pills, in Listed

Poison Pills Get a Boost

Two new, competing proposals from Canadian regulators on poison pills promise to create new guidelines that are more predictable for target companies and tougher on hostile bidders who have made Canada a corporate hunting ground in recent years.

John Emanoilidis, a partner and co-head of Torys LLP’s mergers and acquisitions practice, describes the two proposals as "Just Say Slow" and "Just Say No" with regard to the powers they would give directors to fend off bids. "This is the most significant thing that we have seen on defensive tactics in more than 20 years," says Emanoilidis.

"The feeling is that our boards don’t have the tools available to them that other boards do in other jurisdictions," he says. "Boards in the U.S. are able to defend against bids in a more robust way and there has been a lot that has changed since the defensive tactics policy came out."

Both proposals will be open to public comment until mid-June and Canada will end up with one harmonized set of regulations on poison pills in the end, the Torys lawyer predicts.